Tenon Medical, Inc.

DEF 14A 1 ea0295058-def14a_tenon.htm DEFINITIVE PROXY STATEMENT

**UNITED STATES

SECURITIES AND EXCHANGE COMMISSION

Washington, D.C. 20549

Schedule 14A

Proxy Statement Pursuant to Section 14(a) of the

Securities Exchange Act of 1934

Check the appropriate box:

TENON MEDICAL, INC.

(Name of Registrant as Specified in its Charter)

N/A

(Name of Person(s) Filing Proxy Statement, if other than the Registrant)

Payment of Filing Fee (Check the appropriate box):

**TENON MEDICAL, INC.

104 Cooper Ct.

Los Gatos, CA 95032

(408) 649-5760

www.tenonmed.com

June 23, 2026

Dear Stockholder:

We are pleased to invite you to attend the 2026 Annual Meeting of Stockholders of Tenon Medical, Inc. (the “Annual Meeting”). The Annual Meeting will be held virtually via live webcast on Thursday, July 23, 2026 at 10:30 a.m. Pacific Time.

Stockholders willNOT be able to attend the Annual Meeting in person. The Annual Meeting will be accessible only over the internet. To attend the Annual Meeting, you will need the 16-digit control number included on your proxy card or voting instruction form. You may begin to log into the meeting platform at www.virtualshareholdermeeting.com/TNON2026 approximately 15 minutes prior to the start of the meeting. Please see “What will I need in order to attend the Annual Meeting online” in the proxy statement (the “Proxy Statement”) accompanying this letter for information on how to attend, submit questions and vote at the Annual Meeting.

We are making available to you the accompanying Notice of Annual Meeting (“Notice”), Proxy Statement, our 2025 Annual Report on Form 10-K and a form of proxy card or voting instruction form on or about June 23, 2026. We have elected to utilize the “full set delivery” option of providing paper copies of all of our proxy materials by mail. Our proxy materials are also electronically available at www.proxyvote.com. Additional details regarding admission to, and the business to be conducted at, the Annual Meeting are described in the accompanying Notice and Proxy Statement.

Only stockholders of record at the close of business on June 8, 2026 are entitled to notice of, and to vote at, the Annual Meeting.

Your vote is important. Regardless of whether you plan to attend the Annual Meeting, we hope that you will vote as soon as possible. You may vote over the internet, by telephone or by mailing in a proxy card. Please review the instructions on the proxy card or voting instruction form regarding each of these voting options. Voting will ensure your representation at the Annual Meeting regardless of whether you attend the Annual Meeting.

Thank you for your on-going support of Tenon Medical, Inc.

Sincerely,

/s/ Steven Foster

Steven Foster

Director, Chief Executive Officer and President

TENON MEDICAL, INC.

104 COOPER CT.

LOS GATOS, CA 95032

**NOTICE OF ANNUAL MEETING OF STOCKHOLDERS

ON

Thursday, July 23, 2026 AT 10:30 A.M., PACIFIC TIME

VIA A LIVE WEBCAST ONLY

ITEMS OF BUSINESS:

The 2026 Annual Meeting of Stockholders (the “Annual Meeting”) of Tenon Medical, Inc. (“Tenon” or the “Company”) will be held virtually via live webcast on Thursday, July 23, 2026 at 10:30 a.m. Pacific Time for the following purposes:

These items of business are more fully described in the proxy statement (“Proxy Statement”) accompanying this Notice of Annual Meeting of Stockholders (“Notice”). We are not aware of any other business to come before the Annual Meeting.

For purposes of Nasdaq Listing Rule 5635(d), (i) “20% Issuance” means a transaction, other than a public offering, involving the sale, issuance or potential issuance by us of common stock (or securities convertible into or exercisable for common stock), which alone or together with sales by our officers, directors or substantial stockholders equals 20% or more of common stock or 20% or more of the voting power outstanding before the issuance, and (ii) “Minimum Price” means a price that is the lower of: (A) the closing price (as reflected on Nasdaq.com) immediately preceding the signing of the binding agreement; or (B) the average closing price of common stock (as reflected on Nasdaq.com) for the five trading days immediately preceding the signing of the binding agreement. Stockholder approval of this proposal will constitute stockholder approval for purposes of Nasdaq Listing Rule 5635(d).

After careful consideration, the Board has determined that each proposal listed above is in the best interests of the Company and its stockholders and has approved each proposal.The Board recommends a vote “FOR” the election of each director nominee (Proposal 1), “FOR” the Auditor Appointment Proposal (Proposal 2), “FOR” the Reverse Stock Split Proposal (Proposal 3), “FOR” the Debt Financing Proposal (Proposal 4), “FOR” the Future Financings Proposal (Proposal 5) and “FOR” the Adjournment Proposal (Proposal 6).

All stockholders are invited to attend the Annual Meeting virtually and no stockholder will be able to attend the Annual Meeting in person. The Annual Meeting will be accessible via the internet in accordance with the instructions contained in the Proxy Statement. Please see “Questions and Answers About the Meeting and Voting—How Do I Vote At The Annual Meeting?” in the Proxy Statement accompanying this Notice for information on how to attend, submit questions and vote at the Annual Meeting.

WHO CAN VOTE?

You can vote at the Annual Meeting if you were a stockholder of record as of the close of business on June 8, 2026 (the “Record Date”). Only stockholders of record on the Record Date are entitled to receive this Notice and to vote at the Annual Meeting or at any postponement(s) or, continuations(s) or adjournment(s) of the Annual Meeting.

ANNUAL REPORT

A copy of our 2025 Annual Report on Form 10-K (the “2025 Annual Report”), accompanies the Proxy Statement.

REVIEW THE PROXY MATERIALS AND ANNUAL REPORT ON OUR WEBSITE

You may also read the 2025 Annual Report, this Notice and Proxy Statement atwww.tenonmed.com.

AVAILABLE DATE

This Notice, the Proxy Statement, the 2025 Annual Report, and the form of proxy card or voting instruction form are first being mailed, delivered, or otherwise made available to stockholders on or about June 23, 2026 and are also available at proxyvote.com.

YOUR VOTE IS IMPORTANT. YOU MAY VOTE OVER THE INTERNET, BY TELEPHONE OR BY MAILING BACK A PROXY CARD. PLEASE REVIEW THE INSTRUCTIONS IN THE PROXY STATEMENT OR ON THE PROXY CARD OR VOTING INSTRUCTION FORM REGARDING EACH OF THESE VOTING OPTIONS.

We hope you are able to attend the Annual Meeting virtually via the internet. Whether or not you attend, it is important that your stock be represented and voted at the meeting. I urge you to please complete, date and return the proxy card in the enclosed envelope, vote your shares electronically or vote by telephone using the information provided in the attached Proxy Statement prior to the Annual Meeting date. The vote of each stockholder is very important. You may revoke your written proxy at any time before it is voted at the Annual Meeting by giving written notice to the Company’s Chief Financial Officer and Secretary, by submitting a properly executed paper proxy bearing a later date or by attending the Annual Meeting virtually and voting online during the meeting. Stockholders may also revoke their proxies by entering a new vote over the internet or by telephone.

By Order of the Board of Directors

/s/ Richard Ferrari

Richard Ferrari

Executive Chairman of the Board

TABLE OF CONTENTS

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**TENON MEDICAL, INC.

104 Cooper Ct.

Los Gatos, CA 95032

PROXY STATEMENT

For Annual Meeting of Stockholders to Be Held on July 23, 2026

The Board of Directors (the “Board” or “Board of Directors”) of Tenon Medical, Inc., a Delaware corporation (“Tenon,” “Company,” “we,” “us” or “our”), solicits the enclosed proxy for use at the 2026 Annual Meeting of Stockholders of the Company (“Annual Meeting”) to be held on July 23, 2026, only via live webcast accessible by following the instructions set forth here at “Questions and Answers About the Meeting And Voting—How Do I Vote at the Annual Meeting?” This proxy statement (“Proxy Statement”), the accompanying Notice of Annual Meeting of Stockholders (the “Notice”), the 2025 Annual Report, and form of proxy card or voting instruction form are first being mailed, delivered, or otherwise made available to stockholders on or about June 23, 2026.

We are furnishing proxy materials to our stockholders using the full set delivery option. On or about June 23, 2026, we mailed or otherwise delivered to our stockholders a full set of proxy materials, including the Notice, this Proxy Statement, our 2025 Annual Report to Stockholders (the “2025 Annual Report”) and a proxy card or voting instruction form. These materials also provide instructions on how to vote by mail, through the internet or by telephone, and how to attend the virtual Annual Meeting. The Notice, Proxy Statement and 2025 Annual Report are also available at Proxyvote.com. If you have previously elected to receive our proxy materials electronically, you will continue to receive these materials via e-mail unless you elect otherwise.

The executive offices of the Company are located at, and the mailing address of the Company is 104 Cooper Ct., Los Gatos, CA 95032.

This Proxy Statement contains information about the matters to be voted on at the Annual Meeting and the voting process, as well as information about our directors and executive officers.

Under Securities and Exchange Commission (“SEC”) rules, we are using the full set delivery option for our proxy materials. Under this delivery process, we are mailing or otherwise delivering a full set of proxy materials to stockholders, including the Notice, this Proxy Statement, the 2025 Annual Report and a proxy card or voting instruction form, while also making the Notice, Proxy Statement and 2025 Annual Report available at Proxyvote.com.